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Exhibit - 8.1
[Letterhead of Vorys, Sater, Seymour and Pease LLP]
September 25, 2001
Second Bancorp Incorporated Second Bancorp Capital Trust I
108 Main Avenue, S.W. 108 Main Avenue, S.W.
Warren, Ohio 44481 Warren, Ohio 44481
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as special tax counsel for Second Bancorp Incorporated,
an Ohio corporation (the "Company"), and Second Bancorp Capital Trust I
("Capital Trust I"), a statutory business trust created under the laws of
Delaware, in connection with the Registration Statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") on or about September 25, 2001 pursuant to Rule 462(b) of
the Securities Act of 1933, as amended (the "Act"), for the purposes of
registering additional (i) Cumulative Trust Preferred Securities to be issued
by Capital Trust I representing preferred undivided beneficial interests in
Capital Trust I (the "Cumulative Trust Preferred Securities") and (ii)
Subordinated Debentures due 2031 (the "Subordinated Debentures") to be issued
by the Company to Capital Trust I pursuant to an Indenture to be entered into
by the Company and Wilmington Trust Company, as Indenture Trustee (the
"Indenture"), as well as the Company's guarantee, which guarantees the payment
of distributions and payments on liquidation or redemption of the additional
Cumulative Trust Preferred Securities, to be issued by the Company, pursuant to
a Preferred Securities Guarantee Agreement to be entered into by the Company and
Wilmington Trust Company, as Guarantee Trustee (the "Guarantee"), for the
benefit of the holders of the additional Cumulative Trust Preferred Securities.
In rendering this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Certificate of
Trust of Capital Trust I, as filed with the Office of the Secretary of State of
the State of Delaware on August 29, 2001; (ii) the Trust Agreement of Capital
Trust I, dated as of August 29, 2001, among the Company and the trustees named
therein; (iii) the form of Amended and Restated Trust Agreement of Capital Trust
I to be entered into among the Company, Wilmington Trust Company, as Property
Trustee and
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Second Bancorp Capital Trust I
September 25, 2001
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Delaware Trustee, the Administrative Trustees of Capital Trust I named therein
and the holders, from time to time, of the Cumulative Trust Preferred
Securities, in the form incorporated by reference in the Registration
Statement (the "Amended and Restated Trust Agreement"); (iv) the form of
Cumulative Trust Preferred Securities Certificate of Capital Trust I (the
"Preferred Securities Certificate"), included as an exhibit to the Amended and
Restated Trust Agreement and in the form incorporated by reference in the
Registration Statement; (v) the form of Guarantee, in the form incorporated by
reference in the Registration Statement; (vi) the form of Indenture, in the form
incorporated by reference in the Registration Statement; and (vii) the form of
Subordinated Debentures, included as an exhibit to the Indenture and in the
form incorporated by reference in the Registration Statement.
We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such other documents, certificates, and
records as we have deemed necessary or appropriate for purposes of rendering the
opinions set forth herein.
In our examinations, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. In making our examination of
documents executed by parties other than the Company or Capital Trust I, we
have assumed that such parties had the power, corporate or other, to enter into
and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and that such documents constitute
valid and binding obligations of such parties. In addition, we have assumed
that the Amended and Restated Trust Agreement of Capital Trust I, the
Cumulative Trust Preferred Securities of Capital Trust I, the Guarantee, the
Subordinated Debentures, and the Indenture when executed, will be executed and
authenticated, as appropriate, in substantially the form reviewed by us and
that the terms of the Subordinated Debentures, when established in conformity
with the Indenture will not violate any applicable law. As to any facts
material to the opinions expressed herein which were not independently
established or verified, we have relied upon factual statements and factual
representations of officers, trustees, and other representatives of the Company
and Capital Trust I, and others.
We hereby confirm that, the statements contained under the heading
"CERTAIN FEDERAL INCOME TAX CONSEQUENCES" in the form of Prospectus for the
offering of the Cumulative Trust Preferred Securities incorporated by reference
into the Registration Statement ("Prospectus") insofar as such statements
constitute matters of law or legal conclusions, as qualified therein, are our
opinion and such statements are true, correct and complete in all material
respects. Although such statements constituting matters of law or legal
conclusions do not purport to discuss all income tax consequences of the
purchase, ownership and disposition of Cumulative Trust Preferred Securities, it
our opinion that such statements are, in all material respects, a fair and
accurate summary of the United States federal income tax consequences of the
purchase, ownership and disposition of Cumulative Trust Preferred Securities,
based upon current law as
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September 25, 2001
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they relate to holders described therein. It is possible that contrary positions
with regard to the purchase, ownership and disposition of the Cumulative Trust
Preferred Securities may be taken by the Internal Revenue Service (the
"Service") and that a court may agree with such contrary positions.
The opinions expressed in this letter are based on the Internal
Revenue Code of 1986, as amended, the Income Tax Regulations promulgated by the
Treasury Department thereunder and judicial authorities reported as of the date
hereof. We have also considered the position of the Service reflected in
published and private rulings. Although we are not aware of any pending changes
to these authorities that would alter our opinions, there can be no assurances
that future legislation or administrative changes, court decisions or Service
interpretations will not significantly modify the statements or opinions
expressed herein.
Our opinion is being furnished in connection with the filing of the
Registration Statement and is limited to the federal income tax issues
specifically considered herein. It is not to be used, circulated, quoted or
otherwise referred to for any other purpose without our written consent. We do
not express any opinion as to any other United States federal income tax issues
or any state or local or foreign tax issues. Although the opinions herein are
based upon our best interpretation of existing sources of law and expresses what
we believe a court would properly conclude if presented with these issues, no
assurance can be given that such interpretations would be followed if they were
to become the subject of judicial or administrative proceedings.
We hereby consent to the use of our name under the captions "CERTAIN
FEDERAL INCOME TAX CONSEQUENCES" and "LEGAL MATTERS" in the Prospectus and the
filing of this opinion with the Commission as Exhibit 8.1 to the Registration
Statement. In giving this consent, we do not hereby concede that we are within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder. This opinion
is expressed as of the date hereof and applies only to the disclosures set forth
in the Prospectus and Registration Statement. We disclaim any undertaking to
advise you of any subsequent changes of the facts stated or assumed herein or
any subsequent changes in applicable law.
Very truly yours,
/s/ Vorys, Sater, Seymour and Pease LLP
VORYS, SATER, SEYMOUR AND PEASE LLP